Rajasthan Cylinders & Containers Ltd.
|BSE: 538707||Sector: Others|
|NSE: N.A.||ISIN Code: INE929D01016|
|BSE LIVE 15:07 | 22 Sep||46.95||
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|Mkt Cap.(Rs cr)||16|
|Mkt Cap.(Rs cr)||15.78|
Rajasthan Cylinders & Containers Ltd. (RAJASTHANCYLIND) - Director Report
Company director report
Your Directors are pleased to present this Thirty Sixth Annual Report together with theaudited annual accounts of the company for the financial year ended March 31 2016.
The highlights of the financial position for the year as compared to the correspondingperiod in the previous year are given below:
Performance and Prospects for the current year
During the year 2015-16 there is marginal improvement in the working of the company andit able to reduce its losses. Company supplies its main product i.e. LPG Cylinders togovernment controlled Oil Marketing Companies (OMCs) and its working mainly depend uponthe flow of orders from OMCs. During the year under review the flow of orders from OMCswere almost at last earlier level and company could operate at 50% of its installedcapacity resulting into under recovery of part of the Fixed Cost.
In order to ensure smokeless kitchens across rural India on May 1 2016 the CentralGovernment launched Pradhan Mantri Ujjwala Yojana (scheme) which aims to provide free LPGconnections to the women belonging to BPL ( below poverty line) families in the country.Further in support of this social welfare scheme the Government OMCs like Indian Oil areproviding free LPG connections to the beneficiaries of the scheme. Hence in the comingyears the company is expected to get more orders from OMCs due to growing demand andsupply of LPG under this scheme.
In case of Valve the Company is operating at optimum level and will continue at higherlevel due to good demands. Company is now also supplying the Valves to one of its customerat Nepal but due to unrest in the Nepal during last year the supply to that customer alsogot affected for almost 4-5 months. However after improvement of condition now company isregularly supplying the Valves to Nepal.
During the year 2015-16 company has not manufactured any Regulator due tonon-viability. However it proposes to manufacture in the future once the demand for sameimprove and company get the better price realization.
Production and Sales :During the year the production of Cylinders Valves were 210053Nos. 4714245 Nos. as compared to the production of 196826Nos.3876985Nos.respectively during the previous year. There was no production of regulators duringthis financial year also. Sales during the year was recorded as Rs. 6064.41 lacs asagainst Rs. 5606.70 lacs in the previous year.
In order to preserve the funds for further diversification the Board of Directors ofthe Company has decided not to recommend payment of dividend for the financial year2015-16.
Transfer to Reserve
The company has not proposed to transfer any amount to the general reserve out of theamount available for inspection.
The paid up equity share capital of the company as on March 31 2016 was Rs.33615950/- .During the year under review the authorised and paid - up share capital ofthe Company remain unchanged. The Company has not issued shares with differential votingrights neither granted stock options nor sweat equity shares during the year.
Board of Directors & Key Managerial Personnel
In accordance with the provisions of Companies Act 2013 and the Articles ofAssociation of the company Mrs.Preetanjali Bajoria retires by rotation at the ensuingAnnual General Meeting and being eligible offers herself for re-appointment. The Boardrecommend the reappointment.
During the year under review the Shareholders at the 35th Annual GeneralMeeting of the company held on September 29 2015 approved the appointment of :-
a. Mr. Manoj Kumar Choudhary (DIN : 00131556) as an Independent Director of the companyto hold office for five consecutive years for a term upto March 29 2020.
b. Mrs Preetanjali Bajoria (DIN : 01102192) as a Whole Time Director of the company tohold office for 3 years from October 1 2015 to September 30 2018.
Mr.Avinash Bajoria Managing Director of the company whose term expires on October 142016 is proposed to be re-appointed on the Board of the company for the further period of3 years w.e.f. October 15 2016.
During the year under review there is no change in the Key Managerial Personnel of thecompany. The following persons act as the Key Managerial Personnel of the company pursuantto Section 2(51) and Section 203 of the Act read with rules framed thereunder :-
1. Mr.Avinash Bajoria Managing Director
2. Mrs Preetanjali Bajoria Whole Time Director
3. Ms.Anisha Jain Company Secretary
4. Mr. Suresh Kumar Jain CFO
Appropriate resolutions for the appointment/ re-appointment of Directors are beingplaced before the members for approval at the ensuing Annual General Meeting.
M/s S.S. Surana & Co. Chartered Accountants were appointed as Statutory Auditorsof your Company at the 34thAnnual General Meeting to hold office till theconclusion of 40th Annual General Meeting to be held in the year 2020. As perthe provisions of Section 139 of the Companies Act 2013 the appointment of Auditors isrequired to be ratified by Members at every Annual General Meeting. Accordingly theappointment of M/s S.S. Surana & Co. Chartered Accountants as statutory auditors ofthe company is placed for ratification by the shareholders. In this regard the Companyhas received a certificate from the auditors to the effect that if they are reappointedit would be in accordance with the provisions of Section 141 of the Companies Act 2013.
As per Section 204 of Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 every listed company is required toappoint Secretarial Auditor to carry out the Secretarial Audit of the company.
Hence in consonance with the requirements of Section 204 of Companies Act 2013 andthe rules made there under the Board has appointed Mr.Mayur Sanghi Practicing CompanySecretary to conduct Secretarial Audit for the financial year 2015-16. The SecretarialAudit Report for the financial year ended March 31 2016 is annexed herewith as AnnexureVII to this Directors' report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.
Director's Comment on Auditors Qualification in Auditors Report:
The observations in the Auditor's report have been dealt with by making relevant notesin the Accounts and following comments /clarifications are given below:-
1. In regard to gratuity and leave encashment the liabilities are being paid as andwhen it becomes payable and there is no default in the payment of the same.
2. Regarding non - provision of leave encashment the management of the companyencourages its employees to avail the leave entitled to them. The leave encashment is paidto employee as and when they leave the company and there is no default in the payment ofthe same.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the corporate governance requirements set out by SEBI. The Report on CorporateGovernance as stipulated under the SEBI Listing Regulations 2015 forms an integral partof this Annual Report. Further as required by Regulation 34 (3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the auditors' certificate oncorporate governance is enclosed as Annexure VI to this Directors' Report.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of the Annual Report.
Listing of Equity Shares
The equity shares of the company are listed with BSE Ltd and Calcutta Stock ExchangeLtd. The requisite annual listing fee has been paid to the Stock Exchanges.
Delisting of Equity Shares
Since there has been no trading of equity shares of the company at the Calcutta StockExchange Ltd for a long time the Board of Directors of the company at its meeting held onAugust 11 2016 decided to voluntary delist its equity shares from Calcutta Stock ExchangeLtd while continuing listing of its equity shares at BSE Ltd in accordance with theprocedure laid down in SEBI (Delisting of Equity Shares) Regulations 2009 as amendedfrom time to time.The necessary action towards the same has been initiated by the company.
Your company has not accepted any deposits from the public in the year under review.
Consolidated Financial Statements
The consolidated financial statements of the company for the financial year ended March31 2016 are prepared in compliance with the applicable provisions of the Act AccountingStandards and as prescribed by SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The consolidated financial statements have been prepared on the basisof audited financial statements of the company its associate companies as approved bytheir respective Board of Directors.
Committees of the Board
Currently there are three Board Committees namely -
The Audit Committee comprises Mr. Manoj Kumar Choudhary (Chairman) Mr.RaghuNandanJalanand Mr.Pratap Kumar Mondal as other members. All the recommendations made by the AuditCommittee were accepted by the Board.
Nomination And Remuneration Committee
The Nomination and Remuneration Committee comprises Mr.Pratap Kumar Mondal (Chairman)Mr.RaghunandanJalan and Mr. Manoj Kumar Choudhary as other members.
Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee comprises Mr.Pratap Kumar Mondal (Chairman)Mr. Manoj Kumar Choudhary (Member) and Mr.RaghuNandanJalan (Member).
Number of meetings of the Board
The Board met seven times during the financial year the details of which are given inthe Corporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by Companies Act 2013.
Declaration by Independent Directors
The company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that he/she meets the criterion ofindependence laid down in Section 149 (6) of the Companies Act 2013 and Regulation 25 ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
Policy on Directors' Appointment and Remuneration
In order to align with the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 which became applicable w.e.f. December 1 2015 thepolicy of the company on Directors' Appointment and Remuneration has been revised by theBoard of Directors of the company on the recommendation of Nomination and RemunerationCommittee. The revised policy of the company on Directors' appointment and remunerationincluding criterion for determining qualifications positive attributes independence of aDirector and other matters as required under sub - section (3) of Section 178 ofCompanies Act 2013 is available on our website www.bajoriagroup.inandis also annexed as Annexure V to the Directors' Report.
Particulars of loans guarantees or investments
Details of loans guarantees and investments made during the financial year 2015-16under Section 186 of Companies Act 2013 are as follows :-
*The company didn't extend any fresh loan guarantee and investment during thefinancial year 2015-16 to Shipra Towers Private Limited. Only the interest amount onexisting loanhas been received during the financial year 2015-16.
Particulars of Contracts or Arrangements made with related parties
All contracts/arrangements/transactions entered by the company during the financialyear with related parties were in the ordinary course of business and on an arms' lengthbasis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the company on materiality of related party transactions.Accordingly the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act 2013 in Form AOC -2 is not applicable.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website
Directors' Responsibility Statement
Pursuant to the requirements under section 134 (3) (c) of the Companies Act 2013 withrespect to Directors Responsibility Statement it is hereby confirmed:
1) That in the preparation of the Annual Accounts for the Financial Year ended 31stMarch 2016 the applicable accounting standards have been followed.
2) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of profit of the Company for the year under review.
3) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
4) That the Directors have prepared the accounts for the financial year ended 31stMarch 2016 on going concern basis.
5) That the Directors have laid down internal financial controls which are adequateand are operating effectively.
6) That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.
Details of frauds reports by auditors
As specified under Section 143 (12) of Companies Act 2013 including any statutoryamendments or modifications if any the auditor of the company has not reported any fraudin the course of the performance of his duties as auditor.
Subsidiaries Associates & Joint Venture
The company does not have any subsidiary or joint venture companies. However thecompany have Three (3) Associate Companies as on March 31 2016 -
Agribiotech Industries Limited (ABIL) :- The Company holds 49.23% of EquityShares of Agribiotech Industries Limited. The Profit after tax for the year ended March31 2016 was Rs.57478195/- as against Rs.38370797 for the year ended March 312015.The contribution of ABIL to the overall performance of the company during the period2015-16 is Rs. 23864289.
Shipra Towers Private Limited (STPL) :- The Company holds 49.80 % of EquityShares of Shipra Towers Private Limited. The Profit/Loss after tax for the year endedMarch 31 2016 was (Rs. 272400) as against (Rs.2634) for the year ended March 312015.The contribution of STPL to the overall performance of the company during the period2015-16 is Rs. (32410).
Beetle Tie - Up Private Limited(BTPL):- The Company holds 33% of Equity Sharesof Beetle Tie-Up Private Limited. The Profit after tax for the year ended March 31 2016was (Rs. 537669) as against (Rs.2130) for the year ended March 312015. Thecontribution of BTPL to the overall performance of the company during the period 2015-16is NIL.
In accordance with Section 129 (3) of the Act the consolidated financial statements ofthe company which forms part of this Annual Report have been prepared. Further astatement containing the salient features of the financial statements of each of ourassociate company in the prescribed format AOC-1 is appended as AnnexureI to the Board'sreport.
Regulation 4 and 17 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 mandates that the Board shall monitor andreview the Board Evaluation framework. The Companies Act 2013 states that a formal annualevaluation needs to be made by the Board of its own performance and that of the committeesand individual directors. Schedule IV of the Companies Act 2013 states that theperformance evaluation of independent directors shall be done by the entire Board ofDirectors excluding the independent director being evaluated.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likemeaningful and constructive contribution and inputs in meetings etc. In addition theChairman was also evaluated on the key aspects of his role.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors.
Vigil Mechanism /Whistle Blower Policy
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To maintain these standards the Company encourages itsdirectors and employees who have concerns about suspected misconduct to come forward andexpress these concerns without fear of punishment or unfair treatment. In view of this andin compliance with the applicable provisions of Companies Act 2013 and Regulation 22 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the company hasestablished a vigil (Whistle Blower) mechanism for directors and employees to reportconcerns about unethical behaviour actual or suspected fraud or violation of company'scode of conduct or ethics policy. The Whistle Blower shall also have rightto access to theChairman of the Audit Committee directly in exceptional cases. The Policy on vigilmechanism/whistle blower policy may be assessed on the Company's website at the link:
Familiarisation Programme for Independent Directors
In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a familiarisation programmefor Independent Directors as a guide for Independent Directors wherein the familiarisationprocess to familiarise the Independent Directors with the company has been provided as andwhen required. The same is available on the website of the company
SEBI (Prohibition of Insider Trading) Regulations 2015
In consonance with the provisions of Regulation 8 (Code of Fair Disclosure) andRegulation 9 (Code of Conduct) of the SEBI (Prohibition of Insider Trading) Regulations2015 the Board of Directors of the company has approved and adopted the "Code ofPractices and Procedures for fair disclosure of unpublished price sensitiveinformation" and "Code of conduct for regulating monitoring and reporting oftrading by insiders".
SEBI on September 2 2015 issued SEBI (Listing 0bligations and DisclosureRequirements) 2015 with the aim to consolidate and streamline the provisions of ListingAgreement for different segments of capital markets to ensure better enforceability. Thesaid regulations were effective from December 1 2015. Accordingly all listed entitieswere required to enter into the Listing Agreement within six months from the effectivedate. The company entered into new Listing Agreement with Calcutta Stock Exchange Ltd andBSE Ltd within the stipulated time period.
Particulars of Employees
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) 5(2) & 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and any amendment thereof is enclosed asAnnexure IV to the Directors' Report.
The company currently does not provide any Employee Stock 0ption Scheme/Employee StockPurchase Scheme to its employees.
Risk Management Policy
In compliance with the applicable provisions of Companies Act 2013 and Regulation 17of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has framed and adopted the Risk ManagementPolicy of the company in order to ensure that the Company's affairs shall be carried outin a sound and prudent manner by managing its business operating and financial risk byadopting appropriate risk identification assessment control and mitigation measures.
Internal Control System
The Company has adequate internal control system to safeguard the company's assets fromany loss or damage to control cost prevent revenue loss and required financial andaccounting controls and to effectively implement the applicable accounting standards.
Extract of Annual Return
In accordance with 134 (3)(a) of Companies Act 2013 an extract of annual return inthe prescribed format is appended as Annexure III to the Directors' Report.
Conservation of Energy Technology Absorption and Foreign Expenditure
The particulars as prescribed under Sub - Section 3 (m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are enclosed as AnnexureII tothis Directors' Report.
Details of policy developed and implemented by the company on its Corporate SocialResponsibility Initiatives
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
Material Changes and Commitments affecting the financial position of the companybetween the end of financial year and the date of this report
No material changes and commitments have occurred after the close of the year till thedate of this report which affect the financial position of the company.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant or material orders passed by Regulators or courts which wouldimpact the going concern status of the company and its future operations.
The company have strong motivated and dedicated team of employees who is workingcontinuously with great zeal and enthusiasm towards the growth of the company and henceas a token of gratitude the Directors wish to express their sincere appreciation to allthe employees for their support co-operation and dedicated services.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The company has in place an Anti -Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at the Workplace (Prevention &Redressal) Act 2013.All employees (permanent contractual temporary trainee) are covered under the policy.
During the year under review no complaints were received falling under the category ofSexual Harassment of Women.
The Board of Directors expresses their gratitude and its appreciation to the continuedcooperation and support of Company's Banker Government Departments & Other Agencies.The Board also records its deep appreciation of the creditable services rendered by theCompany's employees at all levels.
Statement containing the salient features of the financial statements ofsubsidiaries/associate companies and joint ventures [Pursuant to first proviso to sub -section (3) of Section 129 of the Companies Act 2013 read with rule 5 of the Companies(Accounts) Rules
2014 - AOC-1]
Part "A" Subsidiaries: Not Applicable (The company does not have anysubsidiary) Part "B" Associates and Joint Ventures :
For and on behalf of Board of Directors
CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO A. CONSERVATION OF ENERGY:
Disclosure of particulars with respect to conservation of Energy (to the extentapplicable.)
a. Power & Fuel Consumption
b) Own Generation:
b. Technology Absorption:
The Company has not undertaken Research and Development (R&D) on TechnologyAbsorption Adaptation and Innovation during the year. C. Foreign Exchange Earnings andOutgoing:
(c) remuneration to directors KMPs and senior management involves a balance betweenfixed and incentive pay reflecting short and long-term performance objectives appropriateto the working of the company and its goals.
This Policy shall replace the previous Nomination and Remuneration Policy recommendedby the Nomination and Remuneration Committee to the Board of Directors.
1. "Act" means the Companies Act 2013 and the rules framed there under asamended from time to time.
2. "Board" means Board of Directors of the company.
3. "Committee" means Nomination and Remuneration Committee of the company asconstituted or reconstituted by the Board.
4. "Company" means Rajasthan Cylinders And Containers Ltd
5. "Regulations" means Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.
Words and expressions used in this Policy but not defined shall have the meaning asgiven in Companies Act 2013 read with rules made there under and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as may be amended from time totime.
The policy is applicable to :
1. Directors (Executive and Non - Executive)
2. Key Managerial Personnel
3. Senior Management Personnel & Other Employees
POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR KEY MANAGERIAL PERSONNEL (KMP) ANDSENIOR MANAGEMENT PERSONNEL (SMP)
i. Appointment criterion and qualifications :
1. The Committee shall identify and ascertain the integrity qualification expertiseand experience for the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his/her appointment.
2. A person should possess adequate qualification expertise and experience for theposition he/she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by the person issufficient/satisfactory for the concerned position.
3. The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of theperson holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution.
4. Appointment of independent directors shall be subject to compliance of provisions ofSection 149 of Companies Act 2013 read with Schedule IV and rules made thereunder.
ii. Term / Tenure :
1. Managing Director / Whole Time Director :
The company shall appoint or re-appoint any person as its Managing Director orExecutive Director for the term not exceeding five years at a time. No re-appointmentshall be made earlier than one year before the expiry of the term.
2. Independent Director :
a. An independent director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of specialresolution by the Company and disclosure of such appointment in the Board's report.
b. No independent director shall hold office for more than two consecutive terms butsuch independent director shall be eligible for appointment after expiry of three years ofceasing to become an independent director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with thecompany in any other capacity either directly or indirectly.
3. Evaluation :
The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly) or at such intervals as may beconsidered necessary.
4. Removal :
Due to reasons for any disqualification mentioned in Companies Act 2013 rules madethere under or under any other applicable Act rules and regulations the Committee mayrecommend to the Board with reasons recorded in writing removal of a Director KMP orSenior Management Personnel subject to provisions and compliance of the said act rulesand regulations.
5. Retirement :
The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Companies Act 2013 and the prevailing policy of the Company. The Boardwill have the discretion to retain the Director KMP Senior Management Personnel in thesame position / remuneration or otherwise even after attaining the retirement age for thebenefits of the Company.
POLICY RELATING TO THE REMUNERATION FOR THE WHOLE - TIME DIRECTOR KMP AND SENIORMANAGEMENT PERSONNEL (SMP)
1. Increments to the existing remuneration may be recommended by the Committee to theBoard which should be within the limits approved by the Shareholders wherever applicablein case of Whole - Time Directors / Managing Director.
2. Where any insurance is taken by the company for its Directors KMPs and SMPs forprotecting them against any liability the premium paid on such insurance shall not betreated as part of remuneration payable to such persons. Provided that if such person isprovided to be guilty the premium paid on such insurance shall be treated as part of theremuneration.
(b) REMUNERATION TO THE WHOLE-TIME / EXECUTIVE/ MANAGING DIRECTOR :
1. FIXED PAY :
The remuneration of Whole - Time / Executive/Managing Director is recommended by theNomination and Remuneration Committee and subsequently the Board approves the same andwherever necessary forwards the same for the approval of the shareholders in the GeneralMeeting of the company. The remuneration shall include salary allowances perquisites andCompany's contribution to Provident Fund as the case may be in accordance with theCompany's policy as amended from time to time and approved by the Board on therecommendation of the Committee and approved by the Shareholders and Central Governmentwherever required.
2. MINIMUM REMUNERATION :
If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Whole Time Director/Managing Director the sameremuneration as approved by the shareholders in the general meeting in accordance with theprovisions of Schedule V of the Companies Act 2013 and if it is not able to comply withsuch provisions with the previous approval of Central Government.
3. PROVISIONS FOR EXCESS REMUNERATION :
If any Managing/Whole - Time Director draws or receives directly or indirectly by wayof remuneration any such sums in excess of the limits prescribed under Companies Act 2013or without the prior sanction of the Central Government wherever required he/she shallrefund such sums to the Company and until such sum is refunded hold the same in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by Central Government.
4. OTHER CONDITIONS :
1. The Executive Directors including Managing Director shall be entitled toreimbursement of expenses actually and properly incurred by him for the business of thecompany.
2. The Executive Directors including Managing Director shall not be paid any sittingfee for attending the meetings of the Board of Directors or committee thereof.
REMUNERATION OF NON - EXECUTIVE DIRECTORS/INDEPENDENT DIRECTORS
1. The Non Executive Directors/Independent Directors of the company may receiveremuneration by way of sitting fees for attending the meeting of the Board of Directors orCommittee thereof. Provided that the amount of such fees shall not exceed the maximumamount as provided in the Companies Act 2013 and rules framed or such amount as may beprescribed by the Central Government.
2. The Non - Executive Directors of the company are not entitled for any Employee StockOptions Scheme (ESOS) Bonus pay or any other similar plans.
REMUNERATION OF KEY MANAGERIAL PERSONNEL (EXCLUDING EXECUTIVE DIRECTORS AND MANAGINGDIRECTORS) AND SENIOR MANAGERIAL PERSONNEL ('''SMP'')
The Board believes that a combination of fixed and variable pays to the KMP and SMPensure that company can attract and retain best talents. The Key Managerial Personnel(Excluding Executive Director and Managing Director) and SMP shall be paid monthlyremuneration as per the Company's policies and/or as may be approved by the Board on therecommendation of Committee. The remuneration of KMP and SMP mainly comprises basicsalary allowances perquisites variable/incentives pay linked to performancereimbursement of expenses and retirement benefits etc. Allowance perquisites bonusvariable/incentives pay and retirement benefits are paid according to the Company policysubject to the prescribed statutory ceiling under various statues.
REMUNERATION OF OTHER EMPLOYEES
Apart from Directors KMPs and Senior Management the remuneration for rest of theemployees is determined on the basis of the role and position of the individual employeeincluding professional experience responsibility job complexity and local marketconditions.
The remuneration of other employees mainly comprises basic salary and in addition tobasic salary they are also provided allowances perquisites etc. as per the Company'spolicy and statutory requirements where applicable.
The Board of Directors on its own and/or as per the recommendations of Nomination andRemuneration Committee can amend this Policy as and when it deemed fit.
In case of any amendment(s) clarification(s) circular(s) etc. issued by the relevantauthorities not being consistent with the provisions laid down under this policy thensuch amendment(s) clarification(s) circular(s) etc. shall prevail upon the provisionshereunder and this policy shall stand amended accordingly from the effective date as laiddown under such amendment(s) clarification(s) circular(s) etc.
Auditors' Certificate on Corporate Governance
Rajasthan Cylinders and Containers Ltd Jaipur
We have examined the compliance of conditions of Corporate Governance by RajasthanCylinders And Containers Ltd ("the Company")forthe year ended 31st March 2016as stipulated inclause 49 of the Listing Agreement ('Listing Agreement') of the companywith the relevant stock
exchanges for the period April 1 2015 to November 30 2015 and as per the relevantprovisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015('Listing Regulations') as referred to in Regulation 15 (2) of the Listing Regulations forthe period December 1 2015 to March 31 2016.
The compliance of conditions of Corporate Governance is the responsibility of thecompany's management. Ourexamination was limited to procedures and implementationsthereof adopted by the Company for ensuring the compliance of the conditions of CorporateGovernance. It is neither an audit nor an expression ofopinion on the financial statementsof the Company.
In our opinion and to the best of our information and according to the explanationsgiven to us and the representations made by the Directors and the management we certifythat the Company has complied with the conditions of Corporate Governance as stipulated inthe above- mentioned Listing Agreement/Listing Regulations as applicable.
We further state that such compliance is neither an assurance as to future viability ofthe Company nor the efficiency or effectiveness with which the management has conductedthe affairs of the Company.
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Rajasthan Cylinders andContainers Ltd (hereinafter called the Company). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.
Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also information provided bythe Company its officers agents and authorized representatives during the conduct ofsecretarial audit We hereby report that in our opinion the company has during the auditperiod covering the financial year ended on 31 March 2016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by Rajasthan Cylinders and Containers Ltd for the financial year endedon 31 March 2016 according to the provisions of:
1. The Companies Act 2013 (the Act) and the rules made there under;
2. The Securities Contracts (Regulation) Act 1956 ('SCRA) and the rules made thereunder;
3. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
4. Foreign Exchange Management Act 1999 and the rules and regulations made there underto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
5. The Regulations and Guidelines prescribed under the Securities and Exchange Board ofIndia Act 1992 ('SEBI Act') viz.:
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992/The Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015
c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999/ SEBI (Share Based Employee Benefits)Regulations 2014;
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations. 2008; (Not applicable to the Company during Audit Period)
f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; (Not applicable to the Company during Audit Period) &
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the Company during Audit Period)
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange andCalcutta Stock Exchange
During the period under review the Company has complied with the provisions of theActs Rules Regulations Guidelines Standards etc. as mentioned above.
I further report that having regard to the compliance system prevailing in the Companyand on examination of the relevant documents and records in pursuance thereof on testcheck basis the Company has complied with the following laws applicable specifically tothe Company;
1. Factories Act 1948
2. Payment of Wages Act 1936 and rules made there under
3. The Minimum Wages Act 1948 and rules made there under
4. Employees' State Insurance Act 1948 and rules made there under
5. The Employees' Provident Fund and Miscellaneous Provisions Act 1952 and rules madethere under
6. The Payment of Bonus Act 1965 and rules made there under
7. The Water (Prevention & Control of Pollution) Act 1974 Read with Water(Prevention & Control of Pollution) Rules 1975
8. The Air (Prevention and Control of Pollution) Act 1981
9. Explosives Act 1884 and rules made there under
10. Central Excise Act 1944 and rules made there under.
I further report that during the year under review:
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance.
Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.
I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
(This report is to be read with our letter of even date which is annexed as 'ANNEXUREA' and forms an integral part of this report.)
Rajasthan Cylinders and Containers Limited
SP 825 Road No. 14 VKIA Jaipur-302013
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.
4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.